Hughes Stephen B 4
4 · SMART BALANCE, INC. · Filed Dec 28, 2012
Insider Transaction Report
Form 4
Hughes Stephen B
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Common Stock
2012-10-18+250,000→ 1,331,586 total - Exercise/Conversion
Restricted Stock Unit
2012-10-18−250,000→ 250,000 totalExp: 2022-01-03→ Common Stock (250,000 underlying) - Tax Payment
Common Stock
2012-10-18$12.55/sh−102,700$1,288,885→ 1,228,886 total - Gift
Option toPurchase
2012-11-19−425,000→ 325,000 totalExercise: $9.85Exp: 2017-05-21→ Common Stock (425,000 underlying)
Holdings
- 101,000(indirect: By Spouse)
Common Stock
- 239,265(indirect: By Trust)
Common Stock
- 3,000(indirect: By Son)
Common Stock
Footnotes (7)
- [F1]Each restricted stock unit was granted under the Second Amended and Restated Smart Balance, Inc. Stock and Awards Plan and represented a right to receive one share of Common Stock. A portion of the shares were withheld by the Company to satisfy tax withholding obligations in connection with the settlement of the restricted stock units.
- [F2]Held in trust for Caroline Elise Hughes, John Trevelyn Hughes and Henry Thomas Hughes, adult family members not residing with Mr. Hughes. The reporting person disclaims beneficial ownership of these shares.
- [F3]The restricted stock units vested upon completion of the performance goal, when the closing price for a share of common stock of the Company was at least $12 for 20 of 30 consecutive trading days.
- [F4]The reporting person continues to hold 250,000 restricted stock units that vest, if at all, if the closing price for a share of common stock of the Company is at least $16 for 20 of 30 consecutive trading days.
- [F5]On 11/16/2012, the reporting person transferred 425,000 options to Sunset Oasis Limited Partnership (the "Limited Partnership"), a Delaware limited partnership of which the reporting person was then the sole limited partner. 1% of these options were transferred as a capital contribution to Hughes Enterprises, LLC (the "General Partner"), a Delaware limited liability company which is the general partner of the Limited Partnership and then by the General Partner as a capital contribution to the Limited Partnership. The reporting person was the sole member of the General Partner at that time. On 11/19/2012, the reporting person transferred 100% of his interests in the Limited Partnership by assigning as a gifts (i) all rights in the General Partner to a sibling, and (ii) all of his Limited Partnership interests to his three children and his three siblings in varying percentages.
- [F6]50,000 of the stock options become exercisable, if at all, if the closing price for a share of common stock of the Company is at least $16.75 for 20 of 30 consecutive trading days and 375,000 of the stock options become exercisable, if at all, if the closing price for a share of common stock of the Company is at least $20.25 for 20 of 30 consecutive trading days.
- [F7]The reporting person continues to hold 325,000 stock options with an expiration date of 5/21/17 that vest, if at all, if the closing price for a share of common stock of the Company is at least $16.75 for 20 of 30 consecutive trading days.